CLASS ACTION SETTLEMENT AGREEMENT This Class Action Settlement Agreement (“Agreement”) is entered into as of March 9, 2020 (the “Execution Date”) by and among the Class Action Settling Parties as defined below. Capitalized terms used herein are defined in Section II of this Agreement or indicated in parentheses elsewhere in this Agreement. I. FACTUAL REPRESENTATIONS 1.1 On or about July 21, 2017, Maui Peaks Corporation filed the Class Action against Transbay Joint Powers Authority (“TJPA”), Mission Street Development LLC (“MSD”), and Mission Street Holding LLC (“MSH”) on behalf of themselves and other owners of residential units in the Millennium Tower alleging causes of action relating to Plaintiffs’ allegations concerning, inter alia, the movement and tilt of Millennium Tower; 1.2 On September 14, 2017 Maui Peaks Corporation and NGMII LLC filed a First Amended Class Action Complaint in the Class Action against MSD, MSH and TJPA; 1.3 On or about January 5, 2018, Maui Peaks Corporation and NGMII LLC filed a Second Amended Class Action Complaint in the Class Action against MSD, MSH and TJPA; 1.4 On or about July 17, 2019, NGMII LLC and Ian Kao filed a Third Amended Class Action Complaint in the Class Action alleging causes of action for failure to disclose and for deceptive business practices against MSD and MSH, and causes of action for, inter alia, express indemnity, specific performance, and declaratory relief against TJPA, and Maui Peaks Corporation asserted those same causes of action against the same defendants on its own behalf; 1.5 TJPA, MSD, and MSH have each denied liability for all causes of actions Plaintiffs have asserted against them in the Class Action and deny that Plaintiffs are entitled to any relief whatsoever as a result of those causes of action; 1.6 Beginning in the summer of 2016, various plaintiffs other than Plaintiffs filed complaints asserting causes of action against numerous defendants related to certain alleged construction defects associated with the Millennium Tower and movement and tilt of the Millennium Tower, complaints which, along with the Class Action, have been coordinated and/or consolidated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC- 16-553758 in the Superior Court of San Francisco; 1.7 In the Class Action and other cases that have been coordinated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC-16-553758, various defendants and cross-defendants have initiated cross-complaints regarding the Millennium Tower and Adjacent Properties, and various other parties have appeared as cross-defendants and cross-complainants; 1.8 All Settling Parties have been participating in a global mediation before a mediation team led by the Honorable Daniel Weinstein (Retired) that also includes the Honorable Ronald Sabraw (Retired), Gerald Kurland, Gard Holby, and Peter Kamminga to address all disputes between and among the Settling Parties concerning the Subject Action, including the Class Action; 1 1.9 These global mediation efforts have included numerous sessions with the mediation team, presentations by various parties and their experts, and extensive work between and among the Settling Parties; 1.10 The Settling Parties engaged in extensive discovery and the exchange of significant data and information necessary for the Class Action Settling Parties to evaluate Plaintiffs’ Claims and Plaintiffs have considered the possibility that they will be unable to prevail in the Class Action because they cannot establish a litigation class and/or prove liability, damages, or entitlement to equitable relief at trial on a class wide or individual basis; 1.11 As a result of the mediation efforts, the Class Action Settling Parties’ evaluation of information exchanged in connection with the mediation, and during discovery, and in order to avoid the risks and costs of continued litigation, the Class Action Settling Parties desire to resolve the Class Action between and among them finally and forever pursuant to the terms of this Agreement and the Global Settlement Agreement that together will result in the dismissal, with prejudice, of the Subject Action (except the Class Action), and entry of a final judgment in the Class Action providing for the Court to retain jurisdiction to enforce the terms of the judgment pursuant to California Rule of Court 3.769(h); and 1.12 The Class Action Settling Parties intend this Agreement to finalize the terms of their settlement and to resolve (a) the Subject Action; (b) the Released Matters that are the subject of the releases set forth in this Agreement and the Global Settlement Agreement; and (c) all of the Claims that have been brought or which could have been brought by the Settlement Class Members in this Class Action. NOW THEREFORE, in consideration of the factual representations set forth above and the definitions, mutual promises and covenants set forth herein, the Class Action Settling Parties agree as follows: II. DEFINITIONS As used in this Agreement and the exhibits attached to this Agreement (which are an integral part of the Agreement and are incorporated into this Agreement by reference as if restated in full herein, including the Global Settlement Agreement, a copy of which is attached hereto as Exhibit A), the following terms shall have the meanings set forth below, unless this Agreement specifically provides otherwise. Other capitalized terms used in this Agreement but not defined in this Section II shall have the meanings ascribed to them elsewhere in this Agreement or in the Global Settlement Agreement. In the event of any conflict between this Agreement and the Global Settlement Agreement, the definitions provided in the Global Settlement Agreement shall control. 2.1 “Adjacent Properties” means each of the following properties and improvements thereon: (i) the Transbay Transit Center property (now known as the Salesforce Transit Center); (ii) the Salesforce Tower property located at 415 Mission Street; and (iii) the property located at 350 Mission Street (now known as Salesforce East) (collectively the “Adjacent Properties”). 2.2 “AdminIstration Expenses” means reasonable fees and expenses the Class Action Settlement Administrator incurs performing the tasks outlined in this Agreement and the agreement retaining the Class Action Settlement Administrator’s services for this Agreement. 2 2.3 “Agreement” means this Class Action Settlement Agreement containing all terms, conditions, and exhibits which constitute the entire agreement between the Settlement Class Members and Settling Defendants. 2.4 “ApplIcation” means an application to be filed by Class Counsel by which they will seek a Final Approval Order approving this Agreement, as well as a Fee and Expense Award. 2.5 “Attorneys’ Fees and Expenses” means all attorneys’ fees and costs, expert fees and costs, investigative costs, and witness fees related to: (i) the Upgrade Plan; (ii) repairs of the Subject Property; (iii) the Subject Action; (iv) the mediation of the Subject Action (including fees and costs paid to the mediation team); (v) the negotiation and implementation of this Agreement, the Global Settlement Agreement, the Proceeds Agreement and other settlement documents; and (vi) any effort to obtain the Final Approval Order or to satisfy other conditions to settlement in this Agreement or the Global Settlement Agreement. 2.6 “CCSF” means the City and County of San Francisco, each of which is a Settling Party. 2.7 “CIty CondItions” means each of the following events that are express conditions precedent to the validity and enforceability of this Agreement and the Global Settlement Agreement: (a) Completion by the CCSF of its environmental review as required by CEQA, the completion of which occurred thorough the publication by the San Francisco Planning Commission of that certain written Mitigated Negative Declaration (“MND”) on December 27, 2019; (b) Approval of the Agreement and the Global Settlement Agreement by the CCSF Board of Supervisors (“CCSFBS”) by formal adoption of an Ordinance authorizing the Agreement and the Global Settlement Agreement followed by approval by the Mayor; (c) Approval by the CCSFBS by formal adoption of the Street Vacation Ordinance; (d) Approval by the CCSFBS by formal adoption of legislation, which, at the MTA’s request, will condition the conveyance of the City Easement on issuance of a final and effective building permit, authorizing the City Easement in substantially the same form as set forth in Exhibit 2 to the Global Settlement Agreement (“the City Easement”); and (e) Approval by the CCSFBS of the Trust Exchange Resolution. 2.8 “CIty Easement” means the easement agreement identified in Section 2.7 above. CCSF shall cause the City Easement to be recorded no later than five (5) calendar days after CCSF is dismissed from all Subject Actions to which it is a Party. 2.9 “ClAIm” or “ClAIms” means any and all past, present, and future rights, claims, cross- claims, class claims, suits, demands, liabilities, damages, losses, debts, obligations, dues, liens, actions, and causes of action of every kind or nature whatsoever, whether known or unknown, whether foreseen or unforeseen, whether vested or contingent, whether accrued or unaccrued, whether based on direct or secondary liability (including, without limitation, agency or alter ego), whether subrogated or unsubrogated, including, but not limited to: claims in law, equity, tort, by statute, in contract, warranty,